Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		09060J106

CUSIP No.		09060J106

CUSIP No.		09060J106

CUSIP No.		09060J106

CUSIP No.		09060J106

EXPLANATORY NOTE

This Amendment No. 8 to the Schedule 13D amends and supplements Items 4, 5 and 7 of the Schedule 13D, filed June 12, 2006, by CDC IV, LLC, a Delaware limited liability company (“CDC IV”) relating to the Common Stock, $0.001 par value per share, of BioDelivery Sciences International, Inc., a Delaware corporation (the “Issuer”), Amendment No. 1 to the Schedule 13D, filed August 22, 2006, by CDC IV relating to the Common Stock, $0.001 par value per share, of Issuer, Amendment No. 2 to the Schedule 13D, filed September 1, 2006, by CDC IV relating to the Common Stock, $0.001 par value per share, of Issuer, Amendment No. 3 to the Schedule 13D, filed March 16, 2007, by CDC IV relating to the Common Stock, $0.001 par value per share, of Issuer, Amendment No. 4 to the Schedule 13D, filed June 22, 2009, by CDC IV relating to the Common Stock, $0.0001 par value per share, of Issuer, Amendment No. 5 to the Schedule 13D, filed June 26, 2009, by CDC IV relating to the Common Stock, $0.0001 par value per share, of Issuer, Amendment No. 6 to the Schedule 13D, filed July 2, 2009, by CDC IV relating to the Common Stock, $0.0001 par value per share, of Issuer and Amendment No. 7 to the Schedule 13D, filed July 9, 2009, by CDC IV relating to the Common Stock, $0.0001 par value per share, of Issuer.

Item 4. Purpose of Transaction.

The response to Item 4 of the Schedule 13D is hereby amended to add the following information:

“On July 15, 2009 and July 16, 2009, CDC IV sold an aggregate of 159,144 shares of Common Stock at prices ranging from $6.0000 to $7.1600 per share, as set forth on Exhibit S incorporated by reference herein and attached hereto. CDC IV will continue to review its investment in the Issuer and may determine, based on market and general economic conditions, the market price of the Issuer’s shares of Common Stock and other factors deemed relevant by CDC IV, to acquire or dispose of additional shares of Common Stock.”

Item 5. Interest in Securities of the Issuer.

The response to Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(a) As of the date of this Amendment, giving effect to the dispositions described in Item 4, CDC IV is the beneficial owner of 2,505,120 shares of the Issuer’s Common Stock, consisting of (i) a warrant to purchase 601,120 shares of the Issuer’s Common Stock, issued in February 2006; (ii) a warrant to purchase 904,000 shares of the Issuer’s Common Stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s Common Stock, issued in March 2007, representing 11.5% of the Issuer’s shares of Common Stock outstanding (based upon 19,232,812 shares of Common Stock outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009). As the manager of CDC IV, CDC Operations and David R. Ramsay, Argeris Karabelas and Jan Leschly, the Partners of CDC Operations, may be deemed the beneficial owner of the shares of the Issuer’s Common Stock held by CDC IV. CDC Operations and Messrs. Ramsay, Karabelas and Leschly each disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any of Messrs. Ramsay, Karabelas and Leschly or CDC Operations is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

(b) By virtue of its status as manager of CDC IV, CDC Operations and David R. Ramsay, Argeris Karabelas and Jan Leschly, as Partners of CDC Operations and the individuals with voting and dispositive power of the securities held by CDC IV, may be deemed to share voting and dispositive power with CDC IV with respect to the 2,505,120 shares of the Issuer’s Common Stock held by CDC IV. CDC Operations and Messrs. Ramsay, Karabelas and Leschly each disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any of Messrs. Ramsay, Karabelas and Leschly or CDC Operations is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

(c) During the past sixty days prior to the date hereof, neither CDC IV, CDC Operations, David R. Ramsay, Argeris Karabelas nor Jan Leschly, nor, to the knowledge of each of the above, any executive officer, director or managing member of CDC IV or CDC Operations, has engaged in any transaction in the Issuer’s Common Stock, with the exception of the transactions described above in Item 4.

(d) No person, other than CDC IV, CDC Operations, David R. Ramsay, Argeris Karabelas and Jan Leschly, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by CDC IV.

(e) Not applicable.”

Item 7. Material to be Filed as Exhibits.

The response to Item 7 of the Schedule 13D is hereby amended to add the following information:

Exhibit		Name
S**		Description of sales of Common Stock of BioDelivery Sciences International, Inc. by CDC IV, LLC from July 15, 2009 to July 16, 2009.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. The undersigned hereby express our agreement that this Schedule 13D/A is filed on behalf of each of us pursuant to Rule 13d-1(k) under the Securities Exchange Act.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

EXHIBIT INDEX

Exhibit		Name
S**		Description of sales of Common Stock of BioDelivery Sciences International, Inc. by CDC IV, LLC from July 15, 2009 to July 16, 2009.